Southwest Gas Ho SEC Filings

FMR LLCSouthwest Gas Holdings (SWX). FMR and Abigail P. Johnson beneficially own 4,799,459.78 shares of common stock, or 6.7% of the class, as of September 30, 2025.

FMR reports sole voting power over 4,794,441 shares and sole dispositive power over 4,799,459.78 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Southwest Gas Holdings (SWX) filed its Q3 2025 10‑Q, highlighting completion of the Centuri separation and a shift to a single Natural Gas Distribution segment. Q3 total operating revenues were $316,911 thousand and net income was $267,959 thousand$3.74, including continued and discontinued operations. Operating income from regulated operations was $37,008 thousand, with lower gas costs supporting margins.

The Centuri exit was completed through secondary offerings and private placements yielding $1,349.9 million in net proceeds. The deconsolidation on August 11 produced a $278,791 thousand net gain and a $220.7 million net gain on the retained interest through final disposition on September 5. Proceeds were used to repay debt, fund dividends, and for general corporate purposes; the $225 million term loan was fully repaid, and there were no short‑term borrowings outstanding at September 30. Cash and cash equivalents were $778,631 thousand, and equity attributable to SWX stockholders was $3,928,679 thousand.

Southwest Gas Holdings, Inc. furnished an update on operating performance, announcing the release of summary financial information for the quarter and nine months ended September 30, 2025. The materials were provided to the public and investment community on November 5, 2025.

The press release and summary financial information are included as Exhibit 99 and were furnished under Item 2.02, rather than filed, with the Securities and Exchange Commission.

Southwest Gas Holdings entered into an Amended and Restated Cooperation Agreement with the Icahn Group. The Company will nominate four Icahn Designees — Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma, and Andrew J. Teno — for election at the 2026 annual meeting of stockholders.

The agreement keeps standstill restrictions in place until the later of the conclusion of the 2026 Annual Meeting or the earlier of when Andrew J. Teno (or a replacement) is no longer on the Board, or 30 days before the advance notice deadline for the 2027 meeting. It will terminate automatically if the Board re‑appoints any former pre‑2022 director without approval of a majority of the Icahn Designees. The record date for the 2026 meeting will be set within 30 days of March 3, 2026. Other material terms of the prior agreement remain unchanged.

Carl C. Icahn and affiliated entities reported the sale of 1,500,000 shares of Southwest Gas Holdings, Inc. (SWX) on 09/25/2025 at a price of $77.91 per share. The Form 4 is filed on behalf of Mr. Icahn, Icahn Partners LP and Icahn Partners Master Fund LP, each listed as a director and a 10% owner. The filing states the shares were sold to a market maker pursuant to Section 144(f)(1)(ii) of the Securities Act. After the transactions, the Reporting Persons collectively are shown as beneficially owning 6,032,604 shares indirectly, with Icahn Partners directly owning 3,419,167 shares and Icahn Master directly owning 2,613,437 shares.

Amendment No. 12 to a Schedule 13D relates to the common stock of Southwest Gas Holdings, Inc. The filing states that the Reporting Persons beneficially own 6,032,604 shares, representing approximately 8.38% of the outstanding common stock, based on 71,979,296 shares outstanding as of July 25, 2025. The filing identifies multiple Icahn-affiliated entities and Carl C. Icahn as reporting persons with varying sole or shared voting and dispositive powers over subsets of the position. The statement discloses that on September 25, 2025 Icahn Partners Master Fund LP sold 651,160 shares and Icahn Partners LP sold 848,840 shares, each at $77.91 per share. The amendment otherwise reports no other transactions in the prior 60 days and incorporates prior Schedule 13D definitions.

This Form 4 shows that director Brian E. Sandoval purchased 24 shares of Southwest Gas Holdings, Inc. (SWX) on 09/10/2025 at a price of $78.57 per share. After the transaction he beneficially owned 1,561.972 shares, reported on a Form filed by one reporting person. The filing includes a signature dated 09/11/2025 by Catherine M. Mazzeo, POA.

Karen S. Haller, President and CEO of Southwest Gas Holdings, Inc. (SWX), reported changes in her beneficial ownership on a Form 4. On 09/05/2025 she received 42,157.038 shares at no cost representing settled performance stock units delivered after satisfaction of a performance goal, increasing her reported holdings to 170,405.6678 shares. On the same date she disposed of 16,588.794 shares at $78.60 per share, leaving 153,816.8738 shares directly beneficially owned. The filing also discloses indirect holdings of 2,419.9469 shares in a 401(k) and 996 shares held by her spouse. The Form 4 was signed by a POA on 09/09/2025.

Insider transactions at Southwest Gas Holdings (SWX): Robert J. Stefani, who is identified as SVP/CFO/Controller, reported transactions dated 09/05/2025. He received 12,546.739 shares of common stock at $0 per share upon settlement of performance stock units that vested after achieving the final performance goal. He also disposed of 4,880.807 shares at $78.60 per share. After these transactions the filing reports 37,211.447 shares beneficially owned following the $0 acquisition and 32,330.64 shares following the disposition line. The Form 4 was signed by a POA on 09/09/2025 and includes an explanatory remark that the received shares were settled performance stock units.